On May 5, 2009, City National Corporation (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Credit Suisse Securities (USA) LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters specified therein (the "Underwriters"), with respect to the sale of 2,800,000 shares of the Company's common stock, par value $1.00 per share (the "Common Stock") to the Underwriters in connection with a public underwritten offering (the "Offering"). In addition, pursuant to the Underwriting Agreement, the Company granted the Underwriters an option to purchase up to an additional 420,000 shares of Common Stock. On May 8, 2009 the sale of the 2,800,000 shares of Common Stock to the Underwriters was completed.

The Offering is more fully described in a prospectus supplement, filed with the Securities and Exchange Commission (the "Commission") on May 5, 2009, to the accompanying prospectus filed with the Commission on December 18, 2008, as part of the Company's Registration Statement on Form S-3ASR (File No. 333-156275). A copy of the Underwriting Agreement is included as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.

(d) Exhibits.

The following exhibits are filed herewith:

      EXHIBIT NO.                    DESCRIPTION OF EXHIBIT

          1.1          Underwriting Agreement, between the Company, Credit
                       Suisse Securities (USA) LLC and Merrill Lynch, Pierce,
                       Fenner & Smith Incorporated, as representatives of the
                       Underwriters, dated May 5, 2009